THE PHOENIX COMPANIES, INC. NONQUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN B

EXHIBIT 10.10

THE PHOENIX COMPANIES, INC.
NONQUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN B

As amended and restated effective January 1, 2009

ARTICLE I.   PURPOSE AND EFFECTIVE DATE

1.1

Purpose  The Phoenix Companies, Inc. Nonqualified Supplemental Executive Retirement Plan B is intended to provide retirement benefits for certain employees which are not provided under the Phoenix Companies, Inc. Employee Pension Plan by reason of (a) the exclusion of Incentive Compensation under an Incentive Compensation plan designated in Section 2.10 hereof from the definition of Earnings; (b) the limitation on Earnings that may be taken into account under the Phoenix Companies, Inc. Employee Pension Plan as set forth in Code section 401(a)(17); or (c) the exclusion of amounts deferred under any other deferred compensation program of the Employer from the definition of Earnings.  The Phoenix Companies, Inc. Nonqualified Supplemental Executive Retirement Plan B is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees (see Article IX).

1.2

Effective Date  The Phoenix Companies, Inc. Nonqualified Supplemental Executive Retirement Plan B was first effective August 1, 2004, was amended effective as of April 28, 2005, and was amended and restated effective as of July 1, 2007 and January 1, 2008.  This amendment and restatement shall be effective as of January 1, 2009.

ARTICLE II.

DEFINITIONS

Unless the context otherwise indicates, words and phrases capitalized and not otherwise defined herein are terms defined in the Pension Plan and have the same meaning ascribed to them under the Pension Plan.

2.1

"Accrued Benefit" means, as of the relevant date, the benefit accrued by a Participant in accordance with the terms of this Supplemental Plan B as defined in the Pension Plan.  The Accrued Benefit of any Participant who is an employee of Virtus Investment Partners, Inc. or its subsidiaries (except Goodwin Capital Advisers, Ltd.) shall be frozen and cease to accrue, to the extent it is not already frozen and ceased to accrue, at the end of business on the earlier of December 31, 2008 and the Spin-Off date, consistent with the Thirteenth Amendment to the Pension Plan.

2.2

"Beneficiary" means the Beneficiary designated under the Pension Plan, except that the Participant may designate a Beneficiary hereunder by delivering to the Plan Administrator a written designation of Beneficiary specifically made with respect to this Plan on a form approved by the Plan Administrator.

2.3

"Benefit Plans Committee" means the committee, which shall be composed of the Chief Executive Officer, the Chief Financial Officer and the Chief Investment Officer, or any other person(s) designated by the Chief Executive Officer, to administer and manage the Plan.

2.4

"Code" means the Internal Revenue Code of 1986, as amended.

2.5

"Earnings" means earnings as defined in the Pension Plan.  The Earnings of any Participant who is an employee of Virtus Investment Partners, Inc. or its subsidiaries (except Goodwin Capital Advisers, Ltd.) shall be frozen, to the extent it is not already frozen, for all

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purposes at the end of business on the earlier of December 31, 2008 and the Spin-Off Date, consistent with the Thirteenth Amendment   to the Pension Plan.

2.6

"Employer" means Phoenix Life Insurance Company and any affiliated employer that adopts the Supplemental Plan B with the consent of the Benefit Plans Committee.

2.7

"Excess Benefit Plan" means The Phoenix Companies, Inc. Excess Benefit Plan, a plan maintained by the Employer for the purpose of providing benefits for certain Employees in excess of the limitations imposed by Code section 415.

2.8

"Final Average Earnings" means the average earnings as defined in the Pension Plan.  The Final Average Earnings of any Participant who is an employee of Virtus Investment Partners, Inc. or its subsidiaries (except Goodwin Capital Advisers, Ltd.) shall be frozen, to the extent it is not already frozen, for all purposes at the end of business on the earlier of December 31, 2008 and the Spin-Off Date, consistent with the Thirteenth Amendment to the Pension Plan.

2.9

"Grandfathered Participant" means a Participant designated as a "Grandfathered Participant" under the Pension Plan.

2.10

"Incentive Compensation" means compensation payable under the Performance Incentive Plan, the Mutual Incentive Plan, the Annual Incentive Plan, the Investment Incentive Plan, and/or any successor incentive plans or such other incentive compensation arrangements as may be designated from time to time by the Compensation Committee of the Board of Directors of The Phoenix Companies, Inc., the Chief Executive Officer, or the Benefit Plans Committee.  The Incentive Compensation of any Participant who is an employee of Virtus Investment Partners, Inc. or its subsidiaries (except Goodwin Capital Advisers, Ltd.) shall be frozen, to the extent it is not already frozen, for all purposes at the end of business on the earlier of December 31, 2008 and the Spin-Off Date.  

2.11

"Participant" means an employee who meets the eligibility requirements of Article III under the Supplemental Plan B.

2.12

"Participating Employer" means each corporation that has adopted this Supplemental Plan B with the consent of the Benefit Plans Committee in accordance with Article XII.

2.13

"Pension Equity Benefits" means the benefits provided under Appendix V of the Pension Plan.  The Pension Equity Benefits of any Participant who is an employee of Virtus Investment Partners, Inc. or its subsidiaries (except Goodwin Capital Advisers, Ltd.) shall be frozen, to the extent they are not already frozen, for all purposes at the end of business on the earlier of December 31, 2008 and the Spin-Off Date.

2.14

"Pension Plan" means The Phoenix Companies, Inc. Employee Pension Plan, a defined benefit pension plan maintained by the Employer, as it may be amended from time to time.

2.15

"Plan Administrator" means the Benefit Plans Committee or the person or committee designated as such by the Benefit Plans Committee.

2.16

"Rehired Participant" has the meaning ascribed thereto in Section 4.2.

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2.17

“Retirement” means termination of service after having satisfied the age and/or service criteria to retire in accordance with the terms of the Pension Plan.

2.18

“Separation from Service” shall have the meaning set forth and described in the final regulations promulgated under Code section 409A.

2.19

"Supplemental Plan B" means The Phoenix Companies, Inc. Nonqualified Supplemental Executive Retirement Plan B as set forth in this document and as amended from time to time.

ARTICLE III.

ELIGIBILITY

3.1

Individuals who do not participate and are not eligible to participate in, or are no longer eligible to participate in, The Phoenix Companies, Inc. Nonqualified Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2009, will be eligible to participate in this Supplemental Plan B in accordance with Section 3.2.

3.2

On or after August 1, 2004, any Highly Compensated Employee, as defined under the Pension Plan, of the Employer or any Participating Employer, that has been approved by the Chief Executive Officer of the Employer, whose retirement benefits under the Employee Pension Plan are limited by reason of the exclusion of Incentive Compensation or deferred compensation amounts from the definition of Earnings or the limitation set forth in Code section 401(a)(17) shall be eligible for benefits under this Supplemental Plan B effective as of the date so approved.

3.3

Effective as of the earlier of January 1, 2009 and the actual spin-off of Virtus Investment Partners, Inc. from The Phoenix companies, Inc. (the “Spin-Off Date”), the Employees of Virtus Investment Partners, Inc. (formerly Phoenix Investment Partners, Ltd.), Phoenix Equity Planning Corporation, Virtus Investment Advisers, Inc. (formerly Phoenix Investment Counsel, Inc.) and Zweig Advisers, LLC (formerly Phoenix/Zweig Advisers, LLC) (and any other predecessor or successor names assigned to these entities) shall no longer be eligible to actively participate in and accrue a benefit under the Plan.  The Accrued Benefits of these employees through October 31, 2008 shall be frozen and Earnings/Final Average Earnings/Incentive Compensation shall be frozen as of December 31, 2008.  Effective as of the earlier of January 1, 2009 and the Spin-Off Date, Virtus Investment Partners, Inc. (formerly Phoenix Investment Partners, Ltd.), Phoenix Equity Planning Corporation, Virtus Investment Advisers, Inc. (formerly Phoenix Investment Counsel, Inc.) and Zweig Advisers, LLC (formerly Phoenix/Zweig Advisers, LLC) (and any other predecessor or successor names assigned to these entities) shall no longer be Employers or Participating Employers for the purposes of the Plan.  Any new hires of Virtus Investment Partners, Inc. (except Goodwin Capital Advisers, Ltd.) after October 31, 2008 shall not be eligible to participate in the Plan.

ARTICLE IV.

BENEFITS

4.1

Actively At Work on or After August 1, 2004  The amount of benefits provided under this Supplemental Plan B effective July 1, 2007 for Participants actively at work on August 1, 2004 or thereafter shall be the excess of (a) over (b) where:

(a)

is the sum of:

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(i)

the amount of benefit that would have been provided under the Pension Plan, excluding any Pension Equity Benefits, if the exclusion of Incentive Compensation or deferred compensation amounts from the definition of Earnings and the limitation set forth in Code section 401(a)(17) did not apply; provided, however, that in determining the amount of a Participant’s Final Average Earnings, the amount of Incentive Compensation which shall be taken into account shall be equal to such annual Incentive Compensation received by the Participant averaged over any three (3) years within the last seven (7) consecutive years that produces the highest average; and

(ii)

the amount of Pension Equity Benefits, if any, that would have been provided under the Pension Plan if the exclusion of deferred compensation from the calculation of the Pension Equity Benefits, if applicable, and the limitation set forth in Code section 401(a)(17) did not apply.

(b)

is the amount of benefits payable under the Pension Plan, including any Pension Equity Benefits.

4.2

Rehired Participant  Notwithstanding Section 4.1 to the contrary, in the event any Participant, including a Grandfathered Participant, terminates employment with or is no longer employed by  (i.e., transfers to a non-Participating Employer) the Employer or a Participating Employer and is rehired by the Employer or a Participating Employer following such termination or transfer (a "Rehired Participant"), for purposes of Sections 4.1(a)(i), the determination, if applicable, of the Rehired Participant's Final Average Earnings, including the amount of Incentive Compensation, shall be made as of the date of the Rehired Participant's initial termination or transfer.  Any Rehired Participant (including former Grandfathered Participants and former participants in The Phoenix Companies, Inc. Nonqualified Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2008) who has been re-approved pursuant to Section 3.2 shall accrue benefits on and after his or her rehire date solely under Section 4.1(a)(ii).

4.3

Benefits Not to Exceed What Could Have been Paid Under Pension Plan But for Limitations

(a)

Rehired or Transferred Participants. Notwithstanding Section 4.1 to the contrary, the amount of benefits payable to a Participant under this Supplemental   Plan B shall be reduced to the extent that the aggregate benefits payable to the Participant under the Pension Plan, the Excess Benefit Plan, The Phoenix Companies, Inc. Nonqualified Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2008, and this Supplemental Plan B exceeds the amount of benefits that would have been provided under the Pension Plan if the exclusion of Incentive Compensation and deferred compensation from the definition for Earnings, to the extent applicable, the limitation set forth in Code section 401(a)(17) and the limitation imposed by Code section 415   did not apply.

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(b)

Newly Eligible Grandfathered Participants After June 30, 2007. If a Grandfathered Participant becomes a Participant in this Supplemental Plan B after   June 30, 2007, such Grandfathered Participant shall only accrue Pension Equity Benefits under Section 4.1(a)(ii) of this Supplemental Plan B.   

4.4

Special Rules for Subsidiary Employees   The following special rules apply with respect to certain subsidiary employees:

(a)

To the extent that Section 4.1 requires the determination of the amount of benefits payable under the Pension Plan, only the benefit payable with respect to Service credited on and after January 1, 1993 shall be taken into account for purposes of calculating the benefit payable under this Supplemental Plan B to a Former Home Life Employee.

(b)

The amount of benefits payable under Section 4.1 to an Employee of PIC, PEPCO or PXP who was ineligible to participate in the Pension Plan for the period January 1, 1997, through December 31, 1999, shall be computed to include an additional amount equal to the difference between the benefit such officer actually accrued under the Pension Plan as of his or her Annuity Commencement Date and the benefit such officer would have accrued had he or she not been excluded from participation in the Pension Plan for such period.

4.5

Timing of Inclusion of Incentive Compensation   For purposes of Section 4.1(a)(i) above, Incentive Compensation shall be deemed Earnings with respect to the year in which such Incentive Compensation is actually paid or deferred.

4.6

No Modification of Pension Plan   Any benefit payable under the Pension Plan shall be solely in accordance with the terms and provisions thereof, and nothing in this Supplemental Plan B shall operate or be construed in a way to modify, amend or affect the terms and provisions of the Pension Plan.

4.7

Death Benefits  If the spouse or domestic partner of a Participant in the Supplemental Plan B is entitled to a death benefit under the Pension Plan, said spouse or domestic partner shall be entitled to receive from the Employer a death benefit under this Supplemental Plan B equal to the difference between (a) the death benefit that would be payable under the Pension Plan as of the date of the Participant’s death if such benefit were calculated based on the benefit described in this Article IV; and (b) the death benefit actually payable under the Pension Plan as of the date of the Participant’s death, calculated in accordance with the terms of the Pension Plan.  No death benefit other than that set forth in this Section 4.7 shall be payable under this Supplemental Plan B if a Participant dies prior to the commencement of benefit payments under this Supplemental Plan B.  Following the commencement of payments under this Supplemental Plan B, death benefits shall only be payable to the extent the Participant is receiving benefits in the form of a survivor benefit or an annuity or installments that has a period certain component and the minimum payment period has not lapsed.

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ARTICLE V.

VESTING

5.1

Employees eligible to participate in this Supplemental Plan B on or after August 1, 2004,  shall have a vested interest in his or her Supplemental Plan B benefits upon such Participant’s attainment of Normal Retirement Age under the Pension Plan or on earlier termination of employment by death or disability as defined in the Pension Plan.  Prior to any such occurrence, the Participant shall have a vested interest in his or her benefits under this Supplemental Plan B in accordance with the following schedule:  

5.2

Effective as of the earlier of January 1, 2009 and the Spin-Off Date, any Participant whose Accrued Benefit is frozen because he or she is an employee of Virtus Investment Partners, Inc. and a Participant in the Plan shall be 100% vested in his or her Accrued Benefit under the Plan through the earlier of his or her termination of employment or December 31, 2008.  In addition, any Participant, who was involuntarily terminated not for cause on or after January 1, 2008 through December 31, 2008, who had or has a non-vested Accrued Benefit in the Plan on his or her termination of employment date, shall be fully vested in his or her Accrued Benefit as of his or her termination of employment date.

ARTICLE VI. DISTRIBUTIONS

6.1

Payments in Accordance with Pension Plan  Except as otherwise expressly provided in Section 6.7, with respec